ex4-5.htm


    Exhibit
4.5

     

     No.
2

    


    THE
SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE THEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE
SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

    


    WARRANTS

    


    to
Purchase Common Stock of

    


    OMNIMMUNE
CORP.

    


    Expiring
on November 1, 2008

    


    This
Warrant to Purchase Common Stock (the "Warrant") certifies that for value
received, Phillip B. Costa, Jr. (the "Holder"), or his heirs, successors or
assigns, is entitled to subscribe for and purchase from the Company (as
hereinafter defined), in whole or in part, 82,500 shares of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock (as
hereinafter defined) at an initial Exercise Price (as hereinafter defined),
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. The number of shares of Common Stock purchasable
hereunder and the Exercise Price therefor are subject to adjustment as
hereinafter set forth. This Warrant and all rights hereunder shall expire at
5:00 p.m., Houston, Texas time, on November 1, 2008.

    


    As used
herein, the following terms shall have the meanings set forth
below:

    


    "Company" shall
mean Omnimmune Corp., a Texas corporation, and shall also include any successor
thereto with respect to the obligations hereunder, by merger, consolidation or
otherwise.

    


    "Common Stock" shall
mean and include the Company's Common Stock, par value $0.01 per share,
authorized on the date of the original issue of this Warrant and shall also
include (i) in case of any reorganization, reclassification, consolidation,
merger, share exchange or sale, transfer or other disposition of assets of the
character referred to in Section 3.5 hereof, the stock, securities provided for
in such Section 3.5, and (ii) any other shares of common stock of the Company
into which such shares of Common Stock may be converted.

    


    "Exercise Price" The
initial purchase price for each share of Common Stock payable upon exercise of
the Warrants shall be $.01. The Exercise Price shall be adjusted from time to
time pursuant to the provisions hereof.

    


    "Market Price" for
any day, when used with reference to Common Stock, shall mean the price of said
Common Stock determined as follows. (i) the last reported sale price for the
Common Stock on such day on the principal securities exchange on which the
Common Stock is listed or admitted to trading or if no such sale takes place on
such date, the average of the closing hid and asked prices thereof as officially
reported, or, if not so listed or admitted to trading on any securities
exchange, the last sale price for the Common Stock on the National Association
of Securities Dealers National Market System or SmallCap Market on such date,
or, if there shall have been no trading on such date or if the Common Stock
shall not be listed on such system, the average of the closing hid and asked
prices in the over-the-counter market as furnished by any NASD member firm
selected from time to time by the Company for such purpose, in each such case,
unless otherwise provided herein, averaged over a period of ten (10) consecutive
Trading Days prior to the date as of which the determination is to be made; or
(ii) if the Common Stock shall not be listed or admitted to trading or the
closing hid and asked prices are unable to be furnished by an NASD member firm,
as provided in clause (i) above, the fair market value of the Common Stock as
determined in good faith by the Board of Directors of the Company.

    


    "Note" shall
mean any Subordinated Reimbursement Note of the Company issued to Holder
pursuant to the terms and conditions of the Reimbursement Agreement, as
hereinafter defined.

    


    "Outstanding," when
used with reference to Common Stock, shall mean (except as otherwise expressly
provided herein) at any date as of which the number of shares thereof is to he
determined, all issued shares of Common Stock, except shares then owned or held
by or for the account of the Company.

    


    "Person" means
any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

    


    "Securities Act" means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

    


    "Trading Days" shall
mean any days during the course of which the principal securities exchange on
which the Common Stock is listed or admitted to trading is open for the exchange
of securities.

    


    "Warrant Shares" shall
mean the shares of Common Stock purchased or purchasable by the holder hereof
upon the exercise of the Warrants.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
I

    


    EXERCISE
OF WARRANTS

    


    1.1 Method of Exercise.
The Warrants represented hereby may be exercised by the holder hereof, in whole
or in part, at any time and from time to time on or after the date hereof until
5:00 p.m., Houston, Texas time, on November 1, 2008. To exercise the Warrants,
the holder hereof shall deliver to the Company, at the Warrant Office designated
in Section2.1 hereof, (i) a written notice in the form of the Subscription
Notice attached as an exhibit hereto, stating therein the election of such
holder to exercise the Warrants in the manner provided in the Subscription
Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check
for all Warrant Shares purchased hereunder, or (B) through a "cashless" or
"net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder
shall exchange each Warrant subject to a Cashless Exercise for that number of
Warrant Shares determined by multiplying the number of Warrant Shares issuable
hereunder by a fraction, the numerator of which shall be the difference between
(x) the Market Price and (y) the Exercise Price for each such Warrant, and the
denominator of which shall be the Market Price; the Subscription Notice shall
set forth the calculation upon which the Cashless Exercise is based, or (C) a
combination of (A) and (B) above and (iii) this Warrant. The Warrants shall be
deemed to be exercised on the date of receipt by the Company of the Subscription
Notice, accompanied by payment for the Warrant Shares and surrender of this
Warrant, as aforesaid, and such date is referred to herein as the "Exercise
Date". Upon such exercise, the Company shall, as promptly as practicable and in
any event within ten (10) business days, issue and deliver to such holder a
certificate or certificates for the full number of the Warrant Shares purchased
by such holder hereunder, and shall, unless the Warrants have expired, deliver
to the holder hereof a new Warrant representing the number of Warrants, if any,
that shall not have been exercised, in all other respects identical to this
Warrant. As permitted by applicable law, the Person in whose name the
certificates for Common Stock are to be issued shall be deemed to have become a
holder of record of such Common Stock on the Exercise Date and shall be entitled
to all of the benefits of such holder on the Exercise Date, including without
limitation, the right to receive dividends and other distributions for which the
record date falls on or after the Exercise Date and the right to exercise voting
rights.

    


    1.2 Expenses and Taxes.
The Company shall pay all expenses and taxes (including, without limitation, all
documentary, stamp, transfer or other transactional taxes) other than income
taxes attributable to the preparation, issuance or delivery of the Warrants and
of the shares of Common Stock issuable upon exercise of the
Warrants.

    


    1.3 Reservation of
Shares. The Company shall reserve at all times so long as the Warrants
remain outstanding, free from preemptive rights, out of its treasury Common
Stock or its authorized but unissued shares of Common Stock, or both, solely for
the purpose of effecting the exercise of the Warrants, a sufficient number of
shares of Common Stock to provide for the exercise of the Warrants.

    


    1.4 Valid Issuance. All
shares of Common Stock that may be issued upon exercise of the Warrants will,
upon issuance by the Company, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof and, without limiting the generality of the foregoing, the
Company shall take no action or fail to take any action which will cause a
contrary result (including, without limitation, any action that would cause the
Exercise Price to be less than the par value, if any, of the Common
Stock).

    


    1.5 Registration Rights.
The holder hereof shall be entitled to registration rights with respect to the
underlying shares of Common Stock under the Securities Act and any applicable
state securities or blue sky laws to the extent set forth in the Registration
Rights Agreement among Holder and the Company dated as of even date herewith
(the "Registration Rights Agreement"), as amended or modified.

    


    1.6 Acknowledgment of
Rights At the time of the exercise of the Warrants in accordance with the
terms hereof and upon the written request of the holder hereof, the Company will
acknowledge in writing its continuing obligation to afford to such holder any
rights (including, without limitation, any right to registration of the Warrant
Shares) to which such holder shall continue to he entitled after such exercise
in accordance with the provisions of this Warrant; provided, however, that if
the holder hereof shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company to afford to such holder any
such rights.

    


    1.7 No Fractional Shares.
The Company shall not be required to issue fractional shares of Common Stock on
the exercise of this Warrant. If more than one Warrant shall be presented for
exercise at the same time by the same holder, the number of full shares of
Common Stock which shall be issuable upon such exercise shall be computed on the
basis of the aggregate number of whole shares of Common Stock purchasable on
exercise of the Warrants so presented. If any fraction of a share of Common
Stock would, except for the provisions of this Section 1.7, he issuable on the
exercise of this Warrant, the Company shall pay an amount in cash calculated by
it to be equal to the Market Price of one share of Common Stock at the time of
such exercise multiplied by such fraction computed to the nearest whole
cent.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I1

    


    TRANSFER

    


    2.1 Warrant Office. The
Company shall maintain an office for certain purposes specified herein (the
"Warrant Office"), which office shall initially be the Company's offices at 4600
Post Oak Place, Suite 152, Houston, Texas 77027 and may subsequently be such
other office of the Company or of any transfer agent of the Common Stock in the
continental United States as to which written notice has previously been given
to the holder hereof. The Company shall maintain, at the Warrant Office, a
register for the Warrants in which the Company shall record the name and address
of the Person in whose name this Warrant has been issued, as well as the name
and address of each permitted assignee of the rights of the registered owner
hereof.

    


    2.2 Ownership of
Warrants. The Company may deem and treat the Person in whose name the
Warrants are registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary until
presentation of this Warrant for registration of transfer as provided in this
Article 11. Notwithstanding the foregoing, the Warrants represented hereby, if
properly assigned in compliance with this Article 11, may be exercised by an
assignee for the purchase of Warrant Shares without having a new Warrant
issued.

    


    2.3 Restrictions on Transfer of
Warrants. The Company agrees to maintain at the Warrant Office books for
the registration and transfer of the Warrants. Subject to the restrictions on
transfer of the Warrants in this Section 2.3, the Company, from time to time,
shall register the transfer of the Warrants in such books upon surrender of this
Warrant at the Warrant Office properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer satisfactory to
the Company. Upon any such transfer and upon payment by the holder or its
transferee of any applicable transfer taxes, new Warrants shall be issued to the
transferee and the transferor (as their respective interests may appear) and the
surrendered Warrants shall be canceled by the Company. The Company shall pay all
taxes (other than securities transfer taxes or income taxes) and all other
expenses and charges payable in connection with the transfer of the Warrants
pursuant to this Section 2.3.

    


    2.3.1
Restrictions in
General. The holder of the Warrants agrees that it will not transfer the
Warrants unless registration of such Warrant Shares under the Securities Act and
any applicable state securities or blue sky laws has become effective or the
holder has provided to the Company an opinion of counsel acceptable to the
Company that such registration is not required. Prior to any transfer (other
than the grant of a security interest) as provided herein, the transferor shall
provide written notice to the Company and an opinion of counsel to the effect
that the proposed transfer is exempt from registration under all applicable
securities laws, all in form and substance reasonably satisfactory to the
Company. Any lender or lenders to which the Holder grants a security interest in
the Warrants shall be entitled to exercise all remedies to which it is entitled
by contract or by law, including (without limitation) transferring the Warrants
into its own name or into the name of any purchaser at any sale undertaken in
connection with enforcement by such lender of its remedies.

    


    2.4 Compliance with Securities
Laws. Subject to the terms of the Registration Rights Agreement, and
notwithstanding any other provisions contained in this Warrant except Section
2.3.1, the holder hereof understands and agrees that the following restrictions
and limitations shall be applicable to all Warrant Shares and to all resales or
other transfers thereof pursuant to the Securities Act:

    


    2.4.1 The
holder hereof agrees that the Warrant Shares shall not be sold or otherwise
transferred unless the Warrant Shares are registered under the Securities Act
and applicable state securities or blue sky laws or are exempt
therefrom.

    


    2.4.2 A
legend in substantially the following form will be placed on the certificate(s)
evidencing the Warrant Shares:

    


    "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS."

    


    2.4.3
Stop transfer instructions may be imposed with respect to the Warrant Shares so
as to restrict resale or other transfer thereof, subject to this Section
2.4.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

    


    ANTI-DILUTION

    


    3.1
Anti-Dilution Provisions. The Exercise Price shall be subject to adjustment from
time to time as hereinafter provided.

    


    3.2
Adjustment of Exercise Price Upon Issuance of Common Stock

    


    3.2.1 If
and whenever after the date hereof the Company shall issue or sell any Common
Stock for no consideration or for a consideration per share less than the
Exercise Price, issue convertible securities other than this Warrant, including
other warrants, grant stock options, or issue any other common stock equivalent
(other than shares reserved for issuance to officers, employees, directors,
consultants or advisors of the Company pursuant to existing stock option or
restricted stock purchase plans), then, forthwith upon such issue or sale, the
Exercise Price shall be reduced (but not increased), to the lower price per
share (calculated pursuant to this Section 3.2 to the nearest one-ten thousandth
of a cent) but in any event not less than $.001 per share.

    


    3.2.2 For
purposes of this Section 3.2, the following Sections 3.2.2(A) to 3.2.2(E)
inclusive, shall be applicable:

    


    (A) Issuance of Rights or
Options. In case at any time after the date hereof the Company shall in
any manner grant (whether directly or by assumption in a merger or otherwise)
any rights to subscribe for or to purchase, or any options for the purchase of,
Common Stock or any stock or securities convertible into or exchangeable for
Common Stock (such convertible or exchangeable stock or securities being herein
called "Convertible Securities") (other than warrants, options or convertible
securities issued as consideration for or assumed in conjunction with an
acquisition or to officers, directors or employees of the acquired entity in
conjunction therewith), whether or not such rights or options or the right to
convert or exchange any such Convertible Securities are immediately exercisable,
and the price per share for which shares of Common Stock are issuable upon the
exercise of such rights or options or upon conversion or exchange of such
Convertible Securities (determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the granting of such
rights or options, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise of such rights
or options, or plus, in the case of such rights or options that relate to
Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such Convertible
Securities and upon the conversion or exchange thereof, by (ii) the total
maximum number of shares of Common Stock issuable upon the exercise of such
rights or options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such rights or options) shall be less
than the Exercise Price in effect as of the date of granting such rights or
options, then the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon conversion or exchange of all
such Convertible Securities issuable upon the exercise of such rights or options
shall be deemed to be outstanding as of the date of the granting of such rights
or options and to have been issued for such price per share, with the effect on
the Exercise Price specified in Section 3.2.1 hereof Except as provided in
Section 3.2.2 hereof, no further adjustment of the Exercise Price shall be made
upon the actual issuance of such Common Stock or of such Convertible Securities
upon exercise of such rights or options or upon the actual issuance of such
Common Stock upon conversion or exchange of such Convertible
Securities.

    


    (B) Change in Option Price or
Conversion Rate. If (i) the purchase price provided for in any right or
option, (ii) the additional consideration, if any, payable upon the conversion
or exchange of any Convertible Securities, or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
shall be decreased (other than under or by reason of provisions designed to
protect against dilution), the Exercise Price then in effect hereunder shall
forthwith be decreased to the Exercise Price that would have been in effect at
such time had such rights, options or Convertible Securities provided for such
changed purchase price, additional consideration or conversion rate, at the time
initially issued.

    


    (C) Consideration for
Stock. In case at any time Common Stock or Convertible Securities or any
rights or options to purchase any such Common Stock or Convertible Securities
shall be issued or sold for cash, the consideration therefor shall be deemed to
be the amount received by the Company therefor. In case at any time any Common
Stock, Convertible Securities or any rights or options to purchase any such
Common Stock or Convertible Securities shall be issued or sold for consideration
other than cash, the amount of the consideration other than cash received by the
Company shall be deemed to be the fair value of such consideration, as
determined reasonably and in good faith by the Board of Directors of the
Company. In case at any time any Common Stock, Convertible Securities or any
rights or options to purchase any Common Stock or Convertible Securities shall
be issued in connection with any merger or consolidation in which the Company is
the surviving corporation, the amount of consideration received therefor shall
be deemed to be the fair value, as determined reasonably and in good faith by
the Board of Directors of the Company, of such portion of the assets and
business of the nonsurviving corporation as such Board of Directors may
determine to be attributable to such Common Stock, Convertible Securities,
rights or options as the case may be. In case at any time any rights or options
to purchase any shares of Common Stock or Convertible Securities shall be issued
in connection with the issuance and sale of other securities of the Company,
together consisting of one integral transaction in which no consideration is
allocated to such rights or options by the parties, such rights or options shall
be deemed to have been issued with consideration.

    


    (D) Record Date. In the
case the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock or Convertible Securities, or (ii) to subscribe for or
purchase Common Stock or Convertible Securities, then such record date shall be
deemed to be the date of the issuance or sale of the Common Stock or Convertible
Securities deemed to have been issued or sold as a result of the declaration of
such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may
be.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (E) Treasury Shares. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned directly by the Company in treasury, and the disposition of any
such shares shall be considered an issuance or sale of Common Stock for the
purpose of this Section 3.2.

    


    3.3 Stock Dividends. In
case the Company shall declare a dividend or make any other distribution upon
any shares of the Company, payable in Common Stock or Convertible Securities,
any Common Stock or Convertible Securities, as the case may be, issuable in
payment of such dividend or distribution shall be deemed to have been issued or
sold without consideration.

    


    3.4 Stock Splits and Reverse
Splits In the event that the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares or declare a
dividend upon any shares of the Company payable in Common Stock or Convertible
Securities, the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced and the number of Warrant Shares purchasable
pursuant to this Warrant immediately prior to such subdivision shall be
proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock shall at any time be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination shall
be proportionately increased and the number of Warrant Shares purchasable upon
the exercise of this Warrant immediately prior to such combination shall be
proportionately reduced. Except as provided in this Section 3.4, no adjustment
in the Exercise Price and no change in the number of Warrant Shares purchasable
shall be made under this Article I11 as a result of, or by reason of, any such
subdivision or combination.

    


    3.5 Reorganizations and Asset
Sales. If any capital reorganization or reclassification of the capital
stock of the Company, or any consolidation, merger or share exchange of the
Company with another person, or the sale, transfer or other disposition of all
or substantially all of its assets to another Person shall be effected in such a
way that a holder of Common Stock of the Company shall be entitled to receive
capital stock, securities or assets with respect to or in exchange for their
shares, then the following provisions shall apply:

    


    3.5.1 As
a condition of such reorganization, reclassification, consolidation, merger,
share exchange, sale, transfer or other disposition (except as otherwise
provided below in this Section 3.5), lawful and adequate provisions shall be
made whereby the holder of Warrants shall thereafter have the right to purchase
and receive upon the terms and conditions specified in this Warrant and in lieu
of the Warrant Shares immediately theretofore receivable upon the exercise of
the rights represented hereby, such shares of capital stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of Warrant Shares
immediately theretofore so receivable had such reorganization, reclassification,
consolidation, merger, share exchange or sale not taken place, and in any such
case appropriate provision reasonably satisfactory to such holder shall be made
with respect to the rights and interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of Warrant Shares receivable upon the
exercise) shall thereafter be applicable, as nearly as possible, in relation to
any shares of capital stock, securities or assets thereafter deliverable upon
the exercise of Warrants.

    


    3.5.2 In
the event of a merger, share exchange or consolidation of the Company with or
into another Person as a result of which a number of shares of Common Stock or
its equivalent of the successor Person greater or lesser than the number of
shares of Common Stock outstanding immediately prior to such merger, share
exchange or consolidation are issuable to holders of Common Stock, then the
Exercise Price in effect immediately prior to such merger, share exchange or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common
Stock.

    


    3.5.3 The
Company shall not effect any such consolidation, merger, share exchange, sale,
transfer or other disposition unless prior to or simultaneously with the
consummation thereof the successor Person (if other than the Company) resulting
from such consolidation, share exchange or merger of the Person purchasing or
otherwise acquiring such assets shall have assumed by written instrument
executed and mailed or delivered to the holder hereof at the last address of
such holder appearing on the books of the Company the obligation to deliver to
such holder such shares of capital stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to receive, and all
other liabilities and obligations of the Company hereunder. Upon written request
by the holder hereof, such successor Person will issue a new warrant revised to
reflect the modifications in this Warrant effected pursuant to this Section
3.5.

    


    3.5.4 If
a purchase, tender or exchange offer is made to and accepted by the holders of
50% or more of the outstanding shares of Common Stock, the Company shall not
effect any consolidation, merger, share exchange or sale, transfer or other
disposition of all or substantially all of the Company's assets with the Person
having made such offer or with any affiliate of such Person, unless prior to the
consummation of such consolidation, merger, share exchange, sale, transfer or
other disposition the holder hereof shall have been given a reasonable
opportunity to then elect to receive upon the exercise of the Warrants either
the capital stock, securities or assets then issuable with respect to the Common
Stock or the capital stock, securities or assets, or the equivalent, issued to
previous holders of the Common Stock in accordance with such offer.

    


    3.6 Adjustment for Asset
Distribution. If the Company declares a dividend or other distribution
payable to all holders of shares of Common Stock in evidences of indebtedness of
the Company or other assets of the Company (including, cash (other than regular
cash dividends declared by the Board of Directors), capital stock (other than
Common Stock, Convertible Securities or options or rights thereto) or other
property), the Exercise Price in effect immediately prior to such declaration of
such dividend or other distribution shall be reduced by an amount equal to the
amount of such dividend or distribution payable per share of Common Stock, in
the case of a cash dividend or distribution, or by the fair value of such
dividend or distribution per share of Common Stock (as reasonably determined in
good faith by the Board of Directors of the Company), in the case of any other
dividend or distribution. Such reduction shall be made whenever any such
dividend or distribution is made and shall be effective as of the date as of
which a record is taken for the purpose of such dividend or distribution or, if
a record is not taken, the date as of which holders of record of Common Stock
entitled to such dividend or distribution are determined.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.7 De Minimis Adjustments. No
adjustment in the number of shares of Common Stock purchasable hereunder shall
he required unless such adjustment would require an increase or decrease of at
least one share of Common Stock purchasable upon an exercise of each Warrant and
no adjustment in the Exercise Price shall be required unless such adjustment
would require an increase or decrease of at least $0.01 in the Exercise Price;
provided, however, that any adjustments which by reason of this Section 3.7 are
not required to be made shall he carried forward and taken into account in any
subsequent adjustment. All calculations shall be made to the nearest full share
or nearest one hundredth of a dollar, as applicable.

    


    3.8 Notice of Adjustment.
Whenever the Exercise Price or the number of Warrant Shares issuable upon the
exercise of the Warrants shall he adjusted as herein provided, or the rights of
the holder hereof shall change by reason of other events specified herein, the
Company shall compute the adjusted Exercise Price and the adjusted number of
Warrant Shares in accordance with the provisions hereof and shall prepare an
Officer's Certificate setting forth the adjusted Exercise Price and the adjusted
number of Warrant Shares issuable upon the exercise of the Warrants or
specifying the other shares of stock, securities or assets receivable as a
result of such change in rights, and showing in reasonable detail the facts and
calculations upon which such adjustments or other changes are based and shall
obtain an opinion of the Company's independent accountants as to the correctness
of such adjustments and calculations and to the effect that such adjustments and
calculations have been made in accordance with the terms hereof. The Company
shall cause to he mailed to the holder hereof copies of such Officer's
Certificate and its independent accountants' opinion together with a notice
stating that the Exercise Price and the number of Warrant Shares purchasable
upon exercise of the Warrants have been adjusted and setting forth the adjusted
Exercise Price and the adjusted number of Warrant Shares purchasable upon the
exercise of the Warrants

    


    3.9 Notifications to
Holders. In case at any time the Company proposes:

    


    (i) to
declare any dividend upon its Common Stock payable in capital stock or make any
special dividend or other distribution (other than cash dividends) to the
holders of its Common Stock;

    


    (ii) to
offer for subscription pro rata to all of the holders of its Common Stock any
additional shares of capital stock of any class or other rights;

    


    (iii) to
effect any capital reorganization, or reclassification of the capital stock of
the Company, or consolidation, merger or share exchange of the Company with
another Person, or sale, transfer or other disposition of all or substantially
all of its assets; or

    


    (iv) to
effect a voluntary or involuntary dissolution, liquidation or winding up of the
Company, then, in any one or more of such cases, the Company shall give the
holder hereof (a) at least 10 days' (but not more than 90 days') prior written
notice of the date on which the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription rights or for
determining rights to vote in respect of such issuance, reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer,
disposition, dissolution, liquidation or winding up, and (b) in the case of any
such issuance, reorganization, reclassification, consolidation, merger, share
exchange, sale, transfer, disposition, dissolution, liquidation or winding up,
at least 10 days' (but not more than 90 days') prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock, as the case may be, for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition, dissolution,
liquidation or winding up, as the case may be.

    


    3.10
Company to Prevent
Dilution. If any event or condition occurs as to which other provisions
of this Article I11 are not strictly applicable or if strictly applicable would
not fairly protect the exercise or purchase rights of the Warrants evidenced
hereby in accordance with the essential intent and principles of such
provisions, or that might materially and adversely affect the exercise or
purchase rights of the holder hereof under any provisions of this Warrant, then
the Company shall make such adjustments in the application of such provisions,
in accordance with such essential intent and principles, so as to protect such
exercise and purchase rights as aforesaid, and any adjustments necessary with
respect to the Exercise Price and the number of Warrant Shares purchasable
hereunder so as to preserve the rights of the holder hereunder. In no event
shall any such adjustment have the effect of increasing the Exercise Price as
otherwise determined pursuant to this Article 111 except in the event of a
combination of shares of the type contemplated in Section 3.4 hereof, and then
in no event to an amount greater than the Exercise Price as adjusted pursuant to
Section 3.4 hereof

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
IV

    


    MISCELLANEOUS

    


    4.1 Entire Agreement.
This Warrant, together with the Agreement and the Registration Rights Agreement,
contains the entire agreement between the holder hereof and the Company with
respect to the Warrant Shares purchasable upon exercise hereof and the related
transactions and supersedes all prior arrangements or understandings with
respect thereto.

    


    4.2 Governing Law. This
warrant shall be governed by and construed in accordance with the laws of the
State of Texas.

    


    4.3 Waiver and Amendment.
Any term or provision of this Warrant may be waived at any time by the party
which is entitled to the benefits thereof and any term or provision of this
Warrant may be amended or supplemented at any time by agreement of the holder
hereof and the Company, except that any waiver of any term or condition, or any
amendment or supplementation, of this Warrant shall be in writing. A waiver of
any breach or failure to enforce any of the terms or conditions of this Warrant
shall not in any way effect, limit or waive a party's rights hereunder at any
time to enforce strict compliance thereafter with every term or condition of
this Warrant.

    


    4.4 Illegality. In the
event that any one or more of the provisions contained in this Warrant shall be
determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in any
other respect and the remaining provisions of this Warrant shall not, at the
election of the party for whom the benefit of the provision exists, be in any
way impaired.

    


    4.5 Copy of Warrant. A
copy of this Warrant shall be filed among the records of the
Company.

    


    4.6 Notice. Any notice or
other document required or permitted to be given or delivered to the holder
hereof shall be in writing and delivered at, or sent by certified or registered
mail to such holder at, the last address shown on the books of the Company
maintained at the Warrant Office for the registration of this Warrant or at any
more recent address of which the holder hereof shall have notified the Company
in writing. Any notice or other document required or permitted to be given or
delivered to the Company, other than such notice or documents required to be
delivered to the Warrant Office, shall be delivered at, or sent by certified or
registered mail to, the offices of the Company at 4600 Post Oak Place, Suite
152, Houston, Texas 77027, or such other address within the continental United
States of America as shall have been furnished by the Company to the holder of
this Warrant.

    


    4.7 Limitation of
Liability: Not Stockholders. No provision of this Warrant shall be
construed as conferring upon the holder hereof the right to vote, consent,
receive dividends or receive notices (other than as herein expressly provided)
in respect of meetings of stockholders for the election of directors of the
Company or any other matter whatsoever as a stockholder of the Company. No
provision hereof, in the absence of affirmative action by the holder hereof to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such holder
for the purchase price of any shares of Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

    


    4.8 Exchange Loss.
Destruction. etc. of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, mutilation or destruction of this Warrant, and in
the case of any such loss, theft or destruction upon delivery of a bond of
indemnity or such other security in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant. Any warrant issued under the provisions of this Section 4.8 in lieu of
any Warrant alleged to be lost, destroyed or stolen, or in lieu of any mutilated
Warrant, shall constitute an original contractual obligation on the part of the
Company. This Warrant shall be promptly canceled by the Company upon the
surrender hereof in connection with any exchange or replacement. The Company
shall pay all taxes (other than securities transfer taxes or income taxes) and
all other expenses and charges payable in connection with the preparation,
execution and delivery of warrants pursuant to this Section 4.8.

    


    4.9 Registration Rights.
The Warrant Shares shall be entitled to such registration rights under the
Securities Act and under applicable state securities laws as are specified in
the Registration Rights Agreement.

    


    4.10
Headings. The
Article and Section and other headings herein are for convenience only and are
not a part of this Warrant and shall not affect the interpretation
thereof. IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed in its name.

    


    Dated as
of___________________

    


    OMNIMMUNE
CORP.

    


    By:
_________________________________

    Harris A.
Lichtenstein

    President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SUBSCRIPTION
NOTICE

    


    The
undersigned, the holder of the foregoing Warrant, hereby elects to exercise
purchase rights represented thereby for, and to purchase thereunder, shares of
the Common Stock covered by such Warrant through a "cashless" or "net issue"
exercise of such Warrant ("Cashless Exercise") pursuant to Section 1.1 of such
Warrant, and requests that certificates for such shares (and any other
securities or other property issuable upon such exercise) be issued in the name
of, and delivered to

    


    The
calculation upon which the Cashless Exercise is based is as follows: (No. of
Warrants) ((Market Price - Exercise Price)/Market Price) = No. of shares of
Common Stock

    


    -OR
-

    


    The
undersigned, the holder of the foregoing Warrant, hereby elects to exercise
purchase rights represented thereby for, and to purchase thereunder, shares of
the Common Stock covered by such Warrant, and herewith makes payment in full for
such shares, and requests (a) that certificates for such shares (and any other
securities or other property issuable upon such exercise) be issued in the name
of, and delivered to , and (b) if such shares shall not include all of the
shares issuable as provided in such Warrant, that a new Warrant of like tenor
and date for the balance of the shares issuable thereunder be delivered to the
undersigned.

    


    Signature:_______________

    


    Date:___________________

     

    


    ASSIGNMENT

    


    For value
received, hereby sells, assigns, and transfers unto the within Warrant, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint attorney, to transfer such Warrant on the books of
Omnimmune Corp., a Texas corporation, with full power of
substitution.

    


     Date:_____________________

    


    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
       No.
1

      


      THE
SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE THEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE
SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

      


      WARRANTS

      


      to
Purchase Common Stock of

      


      OMNIMMUNE
CORP.

      


      Expiring
on November 1, 2008

      


      This
Warrant to Purchase Common Stock (the "Warrant") certifies that for value
received, Alejandro A. Romero (the "Holder"), or his heirs, successors or
assigns, is entitled to subscribe for and purchase from the Company (as
hereinafter defined), in whole or in part, 82,500 shares of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock (as
hereinafter defined) at an initial Exercise Price (as hereinafter defined),
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. The number of shares of Common Stock purchasable
hereunder and the Exercise Price therefor are subject to adjustment as
hereinafter set forth. This Warrant and all rights hereunder shall expire at
5:00 p.m., Houston, Texas time, on November 1, 2008.

      


      As used
herein, the following terms shall have the meanings set forth
below:

      


      "Company" shall
mean Omnimmune Corp., a Texas corporation, and shall also include any successor
thereto with respect to the obligations hereunder, by merger, consolidation or
otherwise.

      


      "Common Stock" shall
mean and include the Company's Common Stock, par value $0.01 per share,
authorized on the date of the original issue of this Warrant and shall also
include (i) in case of any reorganization, reclassification, consolidation,
merger, share exchange or sale, transfer or other disposition of assets of the
character referred to in Section 3.5 hereof, the stock, securities provided for
in such Section 3.5, and (ii) any other shares of common stock of the Company
into which such shares of Common Stock may be converted.

      


      "Exercise Price" The
initial purchase price for each share of Common Stock payable upon exercise of
the Warrants shall be $.01. The Exercise Price shall be adjusted from time to
time pursuant to the provisions hereof.

      


      "Market Price" for
any day, when used with reference to Common Stock, shall mean the price of said
Common Stock determined as follows. (i) the last reported sale price for the
Common Stock on such day on the principal securities exchange on which the
Common Stock is listed or admitted to trading or if no such sale takes place on
such date, the average of the closing hid and asked prices thereof as officially
reported, or, if not so listed or admitted to trading on any securities
exchange, the last sale price for the Common Stock on the National Association
of Securities Dealers National Market System or SmallCap Market on such date,
or, if there shall have been no trading on such date or if the Common Stock
shall not be listed on such system, the average of the closing hid and asked
prices in the over-the-counter market as furnished by any NASD member firm
selected from time to time by the Company for such purpose, in each such case,
unless otherwise provided herein, averaged over a period of ten (10) consecutive
Trading Days prior to the date as of which the determination is to be made; or
(ii) if the Common Stock shall not be listed or admitted to trading or the
closing hid and asked prices are unable to be furnished by an NASD member firm,
as provided in clause (i) above, the fair market value of the Common Stock as
determined in good faith by the Board of Directors of the Company.

      


      "Note" shall
mean any Subordinated Reimbursement Note of the Company issued to Holder
pursuant to the terms and conditions of the Reimbursement Agreement, as
hereinafter defined.

      


      "Outstanding," when
used with reference to Common Stock, shall mean (except as otherwise expressly
provided herein) at any date as of which the number of shares thereof is to he
determined, all issued shares of Common Stock, except shares then owned or held
by or for the account of the Company.

      


      "Person" means
any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

      


      "Securities Act" means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

      


      "Trading Days" shall
mean any days during the course of which the principal securities exchange on
which the Common Stock is listed or admitted to trading is open for the exchange
of securities.

      


      "Warrant Shares" shall
mean the shares of Common Stock purchased or purchasable by the holder hereof
upon the exercise of the Warrants.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      ARTICLE
I

      


      EXERCISE
OF WARRANTS

      


      1.1 Method of Exercise.
The Warrants represented hereby may be exercised by the holder hereof, in whole
or in part, at any time and from time to time on or after the date hereof until
5:00 p.m., Houston, Texas time, on November 1, 2008. To exercise the Warrants,
the holder hereof shall deliver to the Company, at the Warrant Office designated
in Section2.1 hereof, (i) a written notice in the form of the Subscription
Notice attached as an exhibit hereto, stating therein the election of such
holder to exercise the Warrants in the manner provided in the Subscription
Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check
for all Warrant Shares purchased hereunder, or (B) through a "cashless" or
"net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder
shall exchange each Warrant subject to a Cashless Exercise for that number of
Warrant Shares determined by multiplying the number of Warrant Shares issuable
hereunder by a fraction, the numerator of which shall be the difference between
(x) the Market Price and (y) the Exercise Price for each such Warrant, and the
denominator of which shall be the Market Price; the Subscription Notice shall
set forth the calculation upon which the Cashless Exercise is based, or (C) a
combination of (A) and (B) above and (iii) this Warrant. The Warrants shall be
deemed to be exercised on the date of receipt by the Company of the Subscription
Notice, accompanied by payment for the Warrant Shares and surrender of this
Warrant, as aforesaid, and such date is referred to herein as the "Exercise
Date". Upon such exercise, the Company shall, as promptly as practicable and in
any event within ten (10) business days, issue and deliver to such holder a
certificate or certificates for the full number of the Warrant Shares purchased
by such holder hereunder, and shall, unless the Warrants have expired, deliver
to the holder hereof a new Warrant representing the number of Warrants, if any,
that shall not have been exercised, in all other respects identical to this
Warrant. As permitted by applicable law, the Person in whose name the
certificates for Common Stock are to be issued shall be deemed to have become a
holder of record of such Common Stock on the Exercise Date and shall be entitled
to all of the benefits of such holder on the Exercise Date, including without
limitation, the right to receive dividends and other distributions for which the
record date falls on or after the Exercise Date and the right to exercise voting
rights.

      


      1.2 Expenses and Taxes.
The Company shall pay all expenses and taxes (including, without limitation, all
documentary, stamp, transfer or other transactional taxes) other than income
taxes attributable to the preparation, issuance or delivery of the Warrants and
of the shares of Common Stock issuable upon exercise of the
Warrants.

      


      1.3 Reservation of
Shares. The Company shall reserve at all times so long as the Warrants
remain outstanding, free from preemptive rights, out of its treasury Common
Stock or its authorized but unissued shares of Common Stock, or both, solely for
the purpose of effecting the exercise of the Warrants, a sufficient number of
shares of Common Stock to provide for the exercise of the Warrants.

      


      1.4 Valid Issuance. All
shares of Common Stock that may be issued upon exercise of the Warrants will,
upon issuance by the Company, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof and, without limiting the generality of the foregoing, the
Company shall take no action or fail to take any action which will cause a
contrary result (including, without limitation, any action that would cause the
Exercise Price to be less than the par value, if any, of the Common
Stock).

      


      1.5 Registration Rights.
The holder hereof shall be entitled to registration rights with respect to the
underlying shares of Common Stock under the Securities Act and any applicable
state securities or blue sky laws to the extent set forth in the Registration
Rights Agreement among Holder and the Company dated as of even date herewith
(the "Registration Rights Agreement"), as amended or modified.

      


      1.6 Acknowledgment of
Rights At the time of the exercise of the Warrants in accordance with the
terms hereof and upon the written request of the holder hereof, the Company will
acknowledge in writing its continuing obligation to afford to such holder any
rights (including, without limitation, any right to registration of the Warrant
Shares) to which such holder shall continue to he entitled after such exercise
in accordance with the provisions of this Warrant; provided, however, that if
the holder hereof shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company to afford to such holder any
such rights.

      


      1.7 No Fractional Shares.
The Company shall not be required to issue fractional shares of Common Stock on
the exercise of this Warrant. If more than one Warrant shall be presented for
exercise at the same time by the same holder, the number of full shares of
Common Stock which shall be issuable upon such exercise shall be computed on the
basis of the aggregate number of whole shares of Common Stock purchasable on
exercise of the Warrants so presented. If any fraction of a share of Common
Stock would, except for the provisions of this Section 1.7, he issuable on the
exercise of this Warrant, the Company shall pay an amount in cash calculated by
it to be equal to the Market Price of one share of Common Stock at the time of
such exercise multiplied by such fraction computed to the nearest whole
cent.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
I1

      


      TRANSFER

      


      2.1 Warrant Office. The
Company shall maintain an office for certain purposes specified herein (the
"Warrant Office"), which office shall initially be the Company's offices at 4600
Post Oak Place, Suite 152, Houston, Texas 77027 and may subsequently be such
other office of the Company or of any transfer agent of the Common Stock in the
continental United States as to which written notice has previously been given
to the holder hereof. The Company shall maintain, at the Warrant Office, a
register for the Warrants in which the Company shall record the name and address
of the Person in whose name this Warrant has been issued, as well as the name
and address of each permitted assignee of the rights of the registered owner
hereof.

      


      2.2 Ownership of
Warrants. The Company may deem and treat the Person in whose name the
Warrants are registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary until
presentation of this Warrant for registration of transfer as provided in this
Article 11. Notwithstanding the foregoing, the Warrants represented hereby, if
properly assigned in compliance with this Article 11, may be exercised by an
assignee for the purchase of Warrant Shares without having a new Warrant
issued.

      


      2.3 Restrictions on Transfer of
Warrants. The Company agrees to maintain at the Warrant Office books for
the registration and transfer of the Warrants. Subject to the restrictions on
transfer of the Warrants in this Section 2.3, the Company, from time to time,
shall register the transfer of the Warrants in such books upon surrender of this
Warrant at the Warrant Office properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer satisfactory to
the Company. Upon any such transfer and upon payment by the holder or its
transferee of any applicable transfer taxes, new Warrants shall be issued to the
transferee and the transferor (as their respective interests may appear) and the
surrendered Warrants shall be canceled by the Company. The Company shall pay all
taxes (other than securities transfer taxes or income taxes) and all other
expenses and charges payable in connection with the transfer of the Warrants
pursuant to this Section 2.3.

      


      2.3.1
Restrictions in
General. The holder of the Warrants agrees that it will not transfer the
Warrants unless registration of such Warrant Shares under the Securities Act and
any applicable state securities or blue sky laws has become effective or the
holder has provided to the Company an opinion of counsel acceptable to the
Company that such registration is not required. Prior to any transfer (other
than the grant of a security interest) as provided herein, the transferor shall
provide written notice to the Company and an opinion of counsel to the effect
that the proposed transfer is exempt from registration under all applicable
securities laws, all in form and substance reasonably satisfactory to the
Company. Any lender or lenders to which the Holder grants a security interest in
the Warrants shall be entitled to exercise all remedies to which it is entitled
by contract or by law, including (without limitation) transferring the Warrants
into its own name or into the name of any purchaser at any sale undertaken in
connection with enforcement by such lender of its remedies.

      


      2.4 Compliance with Securities
Laws. Subject to the terms of the Registration Rights Agreement, and
notwithstanding any other provisions contained in this Warrant except Section
2.3.1, the holder hereof understands and agrees that the following restrictions
and limitations shall be applicable to all Warrant Shares and to all resales or
other transfers thereof pursuant to the Securities Act:

      


      2.4.1 The
holder hereof agrees that the Warrant Shares shall not be sold or otherwise
transferred unless the Warrant Shares are registered under the Securities Act
and applicable state securities or blue sky laws or are exempt
therefrom.

      


      2.4.2 A
legend in substantially the following form will be placed on the certificate(s)
evidencing the Warrant Shares:

      


      "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS."

      


      2.4.3
Stop transfer instructions may be imposed with respect to the Warrant Shares so
as to restrict resale or other transfer thereof, subject to this Section
2.4.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
III

      


      ANTI-DILUTION

      


      3.1
Anti-Dilution Provisions. The Exercise Price shall be subject to adjustment from
time to time as hereinafter provided.

      


      3.2
Adjustment of Exercise Price Upon Issuance of Common Stock

      


      3.2.1 If
and whenever after the date hereof the Company shall issue or sell any Common
Stock for no consideration or for a consideration per share less than the
Exercise Price, issue convertible securities other than this Warrant, including
other warrants, grant stock options, or issue any other common stock equivalent
(other than shares reserved for issuance to officers, employees, directors,
consultants or advisors of the Company pursuant to existing stock option or
restricted stock purchase plans), then, forthwith upon such issue or sale, the
Exercise Price shall be reduced (but not increased), to the lower price per
share (calculated pursuant to this Section 3.2 to the nearest one-ten thousandth
of a cent) but in any event not less than $.001 per share.

      


      3.2.2 For
purposes of this Section 3.2, the following Sections 3.2.2(A) to 3.2.2(E)
inclusive, shall be applicable:

      


      (A) Issuance of Rights or
Options. In case at any time after the date hereof the Company shall in
any manner grant (whether directly or by assumption in a merger or otherwise)
any rights to subscribe for or to purchase, or any options for the purchase of,
Common Stock or any stock or securities convertible into or exchangeable for
Common Stock (such convertible or exchangeable stock or securities being herein
called "Convertible Securities") (other than warrants, options or convertible
securities issued as consideration for or assumed in conjunction with an
acquisition or to officers, directors or employees of the acquired entity in
conjunction therewith), whether or not such rights or options or the right to
convert or exchange any such Convertible Securities are immediately exercisable,
and the price per share for which shares of Common Stock are issuable upon the
exercise of such rights or options or upon conversion or exchange of such
Convertible Securities (determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the granting of such
rights or options, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise of such rights
or options, or plus, in the case of such rights or options that relate to
Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such Convertible
Securities and upon the conversion or exchange thereof, by (ii) the total
maximum number of shares of Common Stock issuable upon the exercise of such
rights or options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such rights or options) shall be less
than the Exercise Price in effect as of the date of granting such rights or
options, then the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon conversion or exchange of all
such Convertible Securities issuable upon the exercise of such rights or options
shall be deemed to be outstanding as of the date of the granting of such rights
or options and to have been issued for such price per share, with the effect on
the Exercise Price specified in Section 3.2.1 hereof Except as provided in
Section 3.2.2 hereof, no further adjustment of the Exercise Price shall be made
upon the actual issuance of such Common Stock or of such Convertible Securities
upon exercise of such rights or options or upon the actual issuance of such
Common Stock upon conversion or exchange of such Convertible
Securities.

      


      (B) Change in Option Price or
Conversion Rate. If (i) the purchase price provided for in any right or
option, (ii) the additional consideration, if any, payable upon the conversion
or exchange of any Convertible Securities, or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
shall be decreased (other than under or by reason of provisions designed to
protect against dilution), the Exercise Price then in effect hereunder shall
forthwith be decreased to the Exercise Price that would have been in effect at
such time had such rights, options or Convertible Securities provided for such
changed purchase price, additional consideration or conversion rate, at the time
initially issued.

      


      (C) Consideration for
Stock. In case at any time Common Stock or Convertible Securities or any
rights or options to purchase any such Common Stock or Convertible Securities
shall be issued or sold for cash, the consideration therefor shall be deemed to
be the amount received by the Company therefor. In case at any time any Common
Stock, Convertible Securities or any rights or options to purchase any such
Common Stock or Convertible Securities shall be issued or sold for consideration
other than cash, the amount of the consideration other than cash received by the
Company shall be deemed to be the fair value of such consideration, as
determined reasonably and in good faith by the Board of Directors of the
Company. In case at any time any Common Stock, Convertible Securities or any
rights or options to purchase any Common Stock or Convertible Securities shall
be issued in connection with any merger or consolidation in which the Company is
the surviving corporation, the amount of consideration received therefor shall
be deemed to be the fair value, as determined reasonably and in good faith by
the Board of Directors of the Company, of such portion of the assets and
business of the nonsurviving corporation as such Board of Directors may
determine to be attributable to such Common Stock, Convertible Securities,
rights or options as the case may be. In case at any time any rights or options
to purchase any shares of Common Stock or Convertible Securities shall be issued
in connection with the issuance and sale of other securities of the Company,
together consisting of one integral transaction in which no consideration is
allocated to such rights or options by the parties, such rights or options shall
be deemed to have been issued with consideration.

      


      (D) Record Date. In the
case the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock or Convertible Securities, or (ii) to subscribe for or
purchase Common Stock or Convertible Securities, then such record date shall be
deemed to be the date of the issuance or sale of the Common Stock or Convertible
Securities deemed to have been issued or sold as a result of the declaration of
such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may
be.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      (E) Treasury Shares. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned directly by the Company in treasury, and the disposition of any
such shares shall be considered an issuance or sale of Common Stock for the
purpose of this Section 3.2.

      


      3.3 Stock Dividends. In
case the Company shall declare a dividend or make any other distribution upon
any shares of the Company, payable in Common Stock or Convertible Securities,
any Common Stock or Convertible Securities, as the case may be, issuable in
payment of such dividend or distribution shall be deemed to have been issued or
sold without consideration.

      


      3.4 Stock Splits and Reverse
Splits In the event that the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares or declare a
dividend upon any shares of the Company payable in Common Stock or Convertible
Securities, the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced and the number of Warrant Shares purchasable
pursuant to this Warrant immediately prior to such subdivision shall be
proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock shall at any time be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination shall
be proportionately increased and the number of Warrant Shares purchasable upon
the exercise of this Warrant immediately prior to such combination shall be
proportionately reduced. Except as provided in this Section 3.4, no adjustment
in the Exercise Price and no change in the number of Warrant Shares purchasable
shall be made under this Article I11 as a result of, or by reason of, any such
subdivision or combination.

      


      3.5 Reorganizations and Asset
Sales. If any capital reorganization or reclassification of the capital
stock of the Company, or any consolidation, merger or share exchange of the
Company with another person, or the sale, transfer or other disposition of all
or substantially all of its assets to another Person shall be effected in such a
way that a holder of Common Stock of the Company shall be entitled to receive
capital stock, securities or assets with respect to or in exchange for their
shares, then the following provisions shall apply:

      


      3.5.1 As
a condition of such reorganization, reclassification, consolidation, merger,
share exchange, sale, transfer or other disposition (except as otherwise
provided below in this Section 3.5), lawful and adequate provisions shall be
made whereby the holder of Warrants shall thereafter have the right to purchase
and receive upon the terms and conditions specified in this Warrant and in lieu
of the Warrant Shares immediately theretofore receivable upon the exercise of
the rights represented hereby, such shares of capital stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of Warrant Shares
immediately theretofore so receivable had such reorganization, reclassification,
consolidation, merger, share exchange or sale not taken place, and in any such
case appropriate provision reasonably satisfactory to such holder shall be made
with respect to the rights and interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of Warrant Shares receivable upon the
exercise) shall thereafter be applicable, as nearly as possible, in relation to
any shares of capital stock, securities or assets thereafter deliverable upon
the exercise of Warrants.

      


      3.5.2 In
the event of a merger, share exchange or consolidation of the Company with or
into another Person as a result of which a number of shares of Common Stock or
its equivalent of the successor Person greater or lesser than the number of
shares of Common Stock outstanding immediately prior to such merger, share
exchange or consolidation are issuable to holders of Common Stock, then the
Exercise Price in effect immediately prior to such merger, share exchange or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common
Stock.

      


      3.5.3 The
Company shall not effect any such consolidation, merger, share exchange, sale,
transfer or other disposition unless prior to or simultaneously with the
consummation thereof the successor Person (if other than the Company) resulting
from such consolidation, share exchange or merger of the Person purchasing or
otherwise acquiring such assets shall have assumed by written instrument
executed and mailed or delivered to the holder hereof at the last address of
such holder appearing on the books of the Company the obligation to deliver to
such holder such shares of capital stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to receive, and all
other liabilities and obligations of the Company hereunder. Upon written request
by the holder hereof, such successor Person will issue a new warrant revised to
reflect the modifications in this Warrant effected pursuant to this Section
3.5.

      


      3.5.4 If
a purchase, tender or exchange offer is made to and accepted by the holders of
50% or more of the outstanding shares of Common Stock, the Company shall not
effect any consolidation, merger, share exchange or sale, transfer or other
disposition of all or substantially all of the Company's assets with the Person
having made such offer or with any affiliate of such Person, unless prior to the
consummation of such consolidation, merger, share exchange, sale, transfer or
other disposition the holder hereof shall have been given a reasonable
opportunity to then elect to receive upon the exercise of the Warrants either
the capital stock, securities or assets then issuable with respect to the Common
Stock or the capital stock, securities or assets, or the equivalent, issued to
previous holders of the Common Stock in accordance with such offer.

      


      3.6 Adjustment for Asset
Distribution. If the Company declares a dividend or other distribution
payable to all holders of shares of Common Stock in evidences of indebtedness of
the Company or other assets of the Company (including, cash (other than regular
cash dividends declared by the Board of Directors), capital stock (other than
Common Stock, Convertible Securities or options or rights thereto) or other
property), the Exercise Price in effect immediately prior to such declaration of
such dividend or other distribution shall be reduced by an amount equal to the
amount of such dividend or distribution payable per share of Common Stock, in
the case of a cash dividend or distribution, or by the fair value of such
dividend or distribution per share of Common Stock (as reasonably determined in
good faith by the Board of Directors of the Company), in the case of any other
dividend or distribution. Such reduction shall be made whenever any such
dividend or distribution is made and shall be effective as of the date as of
which a record is taken for the purpose of such dividend or distribution or, if
a record is not taken, the date as of which holders of record of Common Stock
entitled to such dividend or distribution are determined.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.7 De Minimis Adjustments. No
adjustment in the number of shares of Common Stock purchasable hereunder shall
he required unless such adjustment would require an increase or decrease of at
least one share of Common Stock purchasable upon an exercise of each Warrant and
no adjustment in the Exercise Price shall be required unless such adjustment
would require an increase or decrease of at least $0.01 in the Exercise Price;
provided, however, that any adjustments which by reason of this Section 3.7 are
not required to be made shall he carried forward and taken into account in any
subsequent adjustment. All calculations shall be made to the nearest full share
or nearest one hundredth of a dollar, as applicable.

      


      3.8 Notice of Adjustment.
Whenever the Exercise Price or the number of Warrant Shares issuable upon the
exercise of the Warrants shall he adjusted as herein provided, or the rights of
the holder hereof shall change by reason of other events specified herein, the
Company shall compute the adjusted Exercise Price and the adjusted number of
Warrant Shares in accordance with the provisions hereof and shall prepare an
Officer's Certificate setting forth the adjusted Exercise Price and the adjusted
number of Warrant Shares issuable upon the exercise of the Warrants or
specifying the other shares of stock, securities or assets receivable as a
result of such change in rights, and showing in reasonable detail the facts and
calculations upon which such adjustments or other changes are based and shall
obtain an opinion of the Company's independent accountants as to the correctness
of such adjustments and calculations and to the effect that such adjustments and
calculations have been made in accordance with the terms hereof. The Company
shall cause to he mailed to the holder hereof copies of such Officer's
Certificate and its independent accountants' opinion together with a notice
stating that the Exercise Price and the number of Warrant Shares purchasable
upon exercise of the Warrants have been adjusted and setting forth the adjusted
Exercise Price and the adjusted number of Warrant Shares purchasable upon the
exercise of the Warrants

      


      3.9 Notifications to
Holders. In case at any time the Company proposes:

      


      (i) to
declare any dividend upon its Common Stock payable in capital stock or make any
special dividend or other distribution (other than cash dividends) to the
holders of its Common Stock;

      


      (ii) to
offer for subscription pro rata to all of the holders of its Common Stock any
additional shares of capital stock of any class or other rights;

      


      (iii) to
effect any capital reorganization, or reclassification of the capital stock of
the Company, or consolidation, merger or share exchange of the Company with
another Person, or sale, transfer or other disposition of all or substantially
all of its assets; or

      


      (iv) to
effect a voluntary or involuntary dissolution, liquidation or winding up of the
Company, then, in any one or more of such cases, the Company shall give the
holder hereof (a) at least 10 days' (but not more than 90 days') prior written
notice of the date on which the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription rights or for
determining rights to vote in respect of such issuance, reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer,
disposition, dissolution, liquidation or winding up, and (b) in the case of any
such issuance, reorganization, reclassification, consolidation, merger, share
exchange, sale, transfer, disposition, dissolution, liquidation or winding up,
at least 10 days' (but not more than 90 days') prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock, as the case may be, for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition, dissolution,
liquidation or winding up, as the case may be.

      


      3.10
Company to Prevent
Dilution. If any event or condition occurs as to which other provisions
of this Article I11 are not strictly applicable or if strictly applicable would
not fairly protect the exercise or purchase rights of the Warrants evidenced
hereby in accordance with the essential intent and principles of such
provisions, or that might materially and adversely affect the exercise or
purchase rights of the holder hereof under any provisions of this Warrant, then
the Company shall make such adjustments in the application of such provisions,
in accordance with such essential intent and principles, so as to protect such
exercise and purchase rights as aforesaid, and any adjustments necessary with
respect to the Exercise Price and the number of Warrant Shares purchasable
hereunder so as to preserve the rights of the holder hereunder. In no event
shall any such adjustment have the effect of increasing the Exercise Price as
otherwise determined pursuant to this Article 111 except in the event of a
combination of shares of the type contemplated in Section 3.4 hereof, and then
in no event to an amount greater than the Exercise Price as adjusted pursuant to
Section 3.4 hereof

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      ARTICLE
IV

      


      MISCELLANEOUS

      


      4.1 Entire Agreement.
This Warrant, together with the Agreement and the Registration Rights Agreement,
contains the entire agreement between the holder hereof and the Company with
respect to the Warrant Shares purchasable upon exercise hereof and the related
transactions and supersedes all prior arrangements or understandings with
respect thereto.

      


      4.2 Governing Law. This
warrant shall be governed by and construed in accordance with the laws of the
State of Texas.

      


      4.3 Waiver and Amendment.
Any term or provision of this Warrant may be waived at any time by the party
which is entitled to the benefits thereof and any term or provision of this
Warrant may be amended or supplemented at any time by agreement of the holder
hereof and the Company, except that any waiver of any term or condition, or any
amendment or supplementation, of this Warrant shall be in writing. A waiver of
any breach or failure to enforce any of the terms or conditions of this Warrant
shall not in any way effect, limit or waive a party's rights hereunder at any
time to enforce strict compliance thereafter with every term or condition of
this Warrant.

      


      4.4 Illegality. In the
event that any one or more of the provisions contained in this Warrant shall be
determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in any
other respect and the remaining provisions of this Warrant shall not, at the
election of the party for whom the benefit of the provision exists, be in any
way impaired.

      


      4.5 Copy of Warrant. A
copy of this Warrant shall be filed among the records of the
Company.

      


      4.6 Notice. Any notice or
other document required or permitted to be given or delivered to the holder
hereof shall be in writing and delivered at, or sent by certified or registered
mail to such holder at, the last address shown on the books of the Company
maintained at the Warrant Office for the registration of this Warrant or at any
more recent address of which the holder hereof shall have notified the Company
in writing. Any notice or other document required or permitted to be given or
delivered to the Company, other than such notice or documents required to be
delivered to the Warrant Office, shall be delivered at, or sent by certified or
registered mail to, the offices of the Company at 4600 Post Oak Place, Suite
152, Houston, Texas 77027, or such other address within the continental United
States of America as shall have been furnished by the Company to the holder of
this Warrant.

      


      4.7 Limitation of
Liability: Not Stockholders. No provision of this Warrant shall be
construed as conferring upon the holder hereof the right to vote, consent,
receive dividends or receive notices (other than as herein expressly provided)
in respect of meetings of stockholders for the election of directors of the
Company or any other matter whatsoever as a stockholder of the Company. No
provision hereof, in the absence of affirmative action by the holder hereof to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such holder
for the purchase price of any shares of Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

      


      4.8 Exchange Loss.
Destruction. etc. of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, mutilation or destruction of this Warrant, and in
the case of any such loss, theft or destruction upon delivery of a bond of
indemnity or such other security in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant. Any warrant issued under the provisions of this Section 4.8 in lieu of
any Warrant alleged to be lost, destroyed or stolen, or in lieu of any mutilated
Warrant, shall constitute an original contractual obligation on the part of the
Company. This Warrant shall be promptly canceled by the Company upon the
surrender hereof in connection with any exchange or replacement. The Company
shall pay all taxes (other than securities transfer taxes or income taxes) and
all other expenses and charges payable in connection with the preparation,
execution and delivery of warrants pursuant to this Section 4.8.

      


      4.9 Registration Rights.
The Warrant Shares shall be entitled to such registration rights under the
Securities Act and under applicable state securities laws as are specified in
the Registration Rights Agreement.

      


      4.10
Headings. The
Article and Section and other headings herein are for convenience only and are
not a part of this Warrant and shall not affect the interpretation
thereof. IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed in its name.

      


      Dated as
of___________________

      


      OMNIMMUNE
CORP.

      


      By:
_________________________________

      Harris A.
Lichtenstein

      President

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SUBSCRIPTION
NOTICE

      


      The
undersigned, the holder of the foregoing Warrant, hereby elects to exercise
purchase rights represented thereby for, and to purchase thereunder, shares of
the Common Stock covered by such Warrant through a "cashless" or "net issue"
exercise of such Warrant ("Cashless Exercise") pursuant to Section 1.1 of such
Warrant, and requests that certificates for such shares (and any other
securities or other property issuable upon such exercise) be issued in the name
of, and delivered to

      


      The
calculation upon which the Cashless Exercise is based is as follows: (No. of
Warrants) ((Market Price - Exercise Price)/Market Price) = No. of shares of
Common Stock

      


      -OR
-

      


      The
undersigned, the holder of the foregoing Warrant, hereby elects to exercise
purchase rights represented thereby for, and to purchase thereunder, shares of
the Common Stock covered by such Warrant, and herewith makes payment in full for
such shares, and requests (a) that certificates for such shares (and any other
securities or other property issuable upon such exercise) be issued in the name
of, and delivered to , and (b) if such shares shall not include all of the
shares issuable as provided in such Warrant, that a new Warrant of like tenor
and date for the balance of the shares issuable thereunder be delivered to the
undersigned.

      


      Signature:_______________

      


      Date:___________________

       

      


      ASSIGNMENT

      


      For value
received, hereby sells, assigns, and transfers unto the within Warrant, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint attorney, to transfer such Warrant on the books of
Omnimmune Corp., a Texas corporation, with full power of
substitution.

      


       Date:_____________________